EXHIBIT 10.57
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this "Amendment") is made this 9th day of
August, 2000, by and among ZEFER Corp., a Delaware corporation (the "Company"),
GTCR Fund VI, L.P., a Delaware limited partnership ("GTCR Fund VI"), GTCR VI
Executive Fund, L.P., a Delaware limited partnership ("Executive Fund"), GTCR
Associates VI, a Delaware general partnership ("Associates Fund"), GTCR Capital
Partners, L.P., a Delaware limited partnership ("GTCR Capital"), and GTCR Xxxxxx
Xxxxxx, L.L.C. ("Xxxxxx Xxxxxx"). GTCR Fund VI, Executive Fund and Associates
Fund are collectively referred to herein as the "Purchasers" and individually as
a "Purchaser."
WHEREAS, the Company and the Purchasers are parties to that certain
Purchase Agreement, dated as of March 23, 1999 (as amended and modified from
time to time) (the "Purchase Agreement"); and
WHEREAS, the Company and the Purchasers and certain stockholders of the
Company are parties to that certain Amended and Restated Stockholders Agreement,
dated as of May 26, 2000 (as amended and modified from time to time) (the
"Stockholders Agreement"); and
WHEREAS, the Company and Xxxxxx Xxxxxx are parties to that certain
Professional Services Agreement, dated as of March 23, 1999 (as amended and
modified from time to time) (the "Services Agreement"); and
WHEREAS, the parties hereto wish to clarify that the Purchase Agreement,
the Stockholders Agreement and the Services Agreement shall terminate upon the
closing (the "Closing") of the Company's initial public offering of its common
stock pursuant to an effective registration statement under the Securities Act
of 1933 (the "IPO");
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The Purchase Agreement, and the rights and obligations of each party
thereto, shall terminate effective upon the Closing.
2. The Stockholders Agreement, and the rights and obligations of each
party thereto, shall terminate effective upon the Closing.
3. The Services Agreement, and the rights and obligations of each party
thereto, shall terminate effective upon the Closing. The parties hereto confirm
that no placement fees will be payable by the Company to GTCR in connection with
the IPO.
4. Subject to the Closing, the parties hereto hereby mutually release and
forever discharge each other, and their respective employees, officers,
directors, agents, attorneys, successors, subsidiaries, and affiliates from any
and all liabilities, obligations, disputes, suits, causes of action and all
other claims of every kind and nature which they now have or ever had
which arise out of or in connection with the Purchase Agreement, the
Stockholders Agreement and the Services Agreement. The parties hereto further
agree and acknowledge that there are no amounts due or payable pursuant to any
other party pursuant to the terms of the Purchase Agreement, the Stockholders
Agreement or the Services Agreement.
5. This Agreement may be executed in two or more counterparts, each of
which shall for all purposes be deemed to be an original and all of which shall
constitute the same instrument.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
ZEFER CORP.
By: /s/ Xxxx X. Xxxxxxxx
--------------------
Its: Executive Vice President
GTCR XXXXXX XXXXXX, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Its: Principal
GTCR FUND VI, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, LLC
Its: General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Its: Principal
Signature Page to Termination Agreement
GTCR VI EXECUTIVE FUND, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Its: Principal
GTCR ASSOCIATES VI
By: GTCR Partners VI, L.P.
Its: Managing General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By /s/ Xxxxxx X. Xxxxxxxx
----------------------
Its: Principal
GTCR CAPITAL PARTNERS, L.P.
By: GTCR Mezzanine Partners, L.P.
Its: General Partner
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Its: Principal
Signature Page to Termination Agreement
